Common use of Board Observers Clause in Contracts

Board Observers. (i) (w) Warburg Pincus shall have the right to appoint two (2) observers (the "Warburg Pincus Observers"), (x) from the date hereof until the 30-month anniversary of such date, Xxxxx Xxxxxx and Xxxxx Xxxxxxxx shall have the right to appoint themselves observers (each, a "Management Observer"), (y) from the date hereof until the New Investors and the Subsequent Investors purchase 15,333,333 shares of Preferred Stock in the aggregate, the Other Investors Owning a majority of those shares of Common Stock Owned by such Other Investors shall have the right to appoint one (1) observer (the "Other Investor Observer") and (z) Xxxxxxx Wesleyan College shall have the right to appoint one (1) observer subject to the terms and conditions of the Consent of Xxxxxxx Wesleyan College Including Amendment to License, dated November 12, 2003, between Xxxxxxx Wesleyan College and the Company (the "RWC Observer" and, together with the Warburg Pincus Observers, the Management Observers and the Other Investor Observer, the "Observers"), who, subject to their entering into a confidentiality agreement substantially similar to Section 4 hereof, may attend and participate in all meetings of the Board or the board of any subsidiary of the Company, and, in the case of the Warburg Pincus Observers, any committees thereof; provided that the aforementioned Investors will notify the Company from time to time of the identity of their respective Observers and such Observer's address (including facsimile) for communications; and further provided that any Observer may be excluded from any such meeting (unless such Observer is also a director serving on the board in question at such time or, in the case of a Warburg Pincus Observer, the committee in question) to the extent the board or committee in question determines in good faith that such exclusion is required to preserve any evidentiary privilege, or any portion of any such meeting during which the respective interests of the Company or the subsidiary in question and those of one or more of the Investors who appointed the Observer in question conflict as to the matter(s) to be discussed or actions to be taken (in the good faith judgment of the board or committee in question).

Appears in 3 contracts

Samples: Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc), Stockholders Agreement (Bridgepoint Education Inc)

AutoNDA by SimpleDocs

Board Observers. Investor shall have the right, upon written notice to the Company, to appoint up to three (3) representatives (each an “Observer” and collectively the “Observers”) who shall, subject to any redactions or restrictions imposed which are reasonably necessary to preserve attorney-client privilege (provided that a brief general description of the redacted or restricted information is provided in lieu thereof), (i) (w) Warburg Pincus shall have the right to appoint two (2) observers (the "Warburg Pincus Observers"), (x) from the date hereof until the 30-month anniversary receive written notice of such date, Xxxxx Xxxxxx and Xxxxx Xxxxxxxx shall have the right to appoint themselves observers (each, a "Management Observer"), (y) from the date hereof until the New Investors and the Subsequent Investors purchase 15,333,333 shares of Preferred Stock in the aggregate, the Other Investors Owning a majority of those shares of Common Stock Owned by such Other Investors shall have the right to appoint one (1) observer (the "Other Investor Observer") and (z) Xxxxxxx Wesleyan College shall have the right to appoint one (1) observer subject to the terms and conditions of the Consent of Xxxxxxx Wesleyan College Including Amendment to License, dated November 12, 2003, between Xxxxxxx Wesleyan College and the Company (the "RWC Observer" and, together with the Warburg Pincus Observers, the Management Observers and the Other Investor Observer, the "Observers"), who, subject to their entering into a confidentiality agreement substantially similar to Section 4 hereof, may attend and participate in all meetings (both regular and special) of the Board or of Directors, such notice to be delivered at the board of any subsidiary same time as notice is given to the members of the CompanyBoard of Directors, and, in the case of the Warburg Pincus Observers, any committees thereof; provided that the aforementioned Investors will notify the Company from time (ii) be entitled to time of the identity of their respective Observers and such Observer's address attend (including facsimile) for communications; and further provided that any Observer may be excluded from any such meeting (unless such Observer is also a director serving on the board in question at such time or, in the case of a Warburg Pincus Observertelephone meetings, monitor) all such meetings of the committee in questionBoard of Directors, (iii) receive all notices, information and reports which are furnished to the extent the board or committee in question determines in good faith that such exclusion is required to preserve any evidentiary privilege, or any portion of any such meeting during which the respective interests members of the Company or Board of Directors at the subsidiary same time and in question the same manner as the same is furnished to such members, (iv) be entitled to participate in all discussions conducted at such meetings and those of one or more (v) receive as soon as available (but in any event prior to the next succeeding meeting of the Investors who appointed Board of Directors) copies of the minutes of all such meetings; provided, however, that Investor’s right to appoint Observers to the Board of Directors (and the rights and privileges of such Observers under this Section 3.1) shall be limited to (x) two (2) Observers in the event that Investor’s Ownership Percentage is less than thirty percent (30%) but greater than or equal to twenty percent (20%), (y) one (1) Observer in question conflict as the event that Investor’s Ownership Percentage is less than twenty percent (20%) but greater than or equal to ten percent (10%) and (z) no Observers in the matter(s) to be discussed or actions event that Investor’s Ownership Percentage is less than ten percent (10%). If any action is proposed to be taken (by the Board of Directors by written consent in lieu of a meeting, the good faith judgment Company will use reasonable efforts to give written notice thereof to such Observers, which notice shall describe in reasonable detail the nature and substance of such proposed action and shall be delivered at the same time as notice is given to the members of the board Board of Directors and the Company will furnish such Observers with copies of each such written consent no later than five (5) Business Days after it has been signed by its last signatory. Any such Observers shall not constitute members of the Board of Directors and shall not be entitled to vote on any matters presented at meetings of the Board of Directors or committee in question)to consent to any matter as to which the consent of the Board of Directors shall have been requested.

Appears in 2 contracts

Samples: Investor Rights Agreement (Kemet Corp), Investor Rights Agreement (Kemet Corp)

AutoNDA by SimpleDocs

Board Observers. For so long as the Series B Holders have a --------------- right to elect directors pursuant to the Restated Articles, the Company agrees to permit three board observers selected by the holders of the Series B Shares (ithe "Series B Observers"), two of whom shall be selected by CVCA and one of whom shall be selected by KPCB, to attend all meetings of the Board of Directors. For so long as Xxxxxx Brothers Venture Capital Partners I, L.P., together with its affiliates (collectively "Xxxxxx Brothers"), holds at least 250,000 shares (as adjusted for stock splits, stock dividends and similar events) (w) Warburg Pincus of Series C Preferred Stock, Xxxxxx Brothers shall have the right to appoint two (2) observers select one board observer (the "Warburg Pincus ObserversXxxxxx Observer"). For so long as Intel Corporation, together with its affiliates, holds at least 165,000 shares (xas adjusted for stock splits, stock dividends and similar events) from the date hereof until the 30-month anniversary of such dateSeries C Preferred Stock, Xxxxx Xxxxxx and Xxxxx Xxxxxxxx Intel Corporation shall have the right to appoint themselves observers select one board observer (each, a the "Management Intel Observer"). For so long as Sun Microsystems, together with its affiliates, holds at least 165,000 shares (yas adjusted for stock splits, stock dividends and similar events) from the date hereof until the New Investors and the Subsequent Investors purchase 15,333,333 shares of Series E Preferred Stock in the aggregateStock, the Other Investors Owning a majority of those shares of Common Stock Owned by such Other Investors Sun Microsystems shall have the right to appoint select one (1) board observer (the "Other Investor Sun Observer") and (z) Xxxxxxx Wesleyan College shall have the right to appoint one (1) observer subject to the terms and conditions ). Each of the Consent of Xxxxxxx Wesleyan College Including Amendment to License, dated November 12, 2003, between Xxxxxxx Wesleyan College and the Company (the "RWC Observer" and, together with the Warburg Pincus Series B Observers, the Management Observers and the Other Investor Xxxxxx Observer, the Intel Observer and the Sun Observer are sometimes referred to as an "Observer" and collectively, as the Observers"), who, subject . The Company will permit the Observers to their entering into a confidentiality agreement substantially similar to Section 4 hereof, may attend and participate in all meetings of the Company's Board of Directors (the "Board") and all committees thereof (whether in person, telephonic or other) in a non-voting, observer capacity and shall provide to the board of any subsidiary Observer, concurrently with the members of the CompanyBoard, and, and in the case same manner, notice of the Warburg Pincus Observers, any committees thereof; such meeting and a copy of all materials provided to such members. The Company acknowledges that the aforementioned Investors Intel Observer will notify the Company likely have, from time to time time, information that may be of interest to the Company ("Information") ----------- regarding a wide variety of matters including, by way of example only, (a) Intel's technologies, plans and services, and plans and strategies relating thereto, (b) current and future investments Intel has made, may make, may consider or may become aware of with respect to other companies and other technologies, products and services, including, without limitation, technologies, products and services that may be competitive with the Company's, and (c) developments with respect to the technologies, products and services, and plans and strategies relating thereto, of other companies, including, without limitation, companies that may be competitive with the Company. The Company recognizes that a portion of such Information may be of interest to the Company. Such Information may or may not be known by the Intel Observer. The Company, as a material part of the identity consideration for this Agreement, agrees that Intel and the Intel Observer shall have no duty to disclose any Information to the Company or permit the Company to participate in any projects or investments based on any Information, or to otherwise take advantage of their respective Observers and such Observer's address (including facsimile) for communications; and further provided any opportunity that any Observer may be excluded from any of interest to the Company if it were aware of such meeting (unless such Observer is also a director serving on the board in question at such time orInformation, in the case of a Warburg Pincus Observerand hereby waives, the committee in question) to the extent permitted by law, any claim based on the board corporate opportunity doctrine or committee in question determines in good faith otherwise that could limit Intel's ability to pursue opportunities based on such exclusion is required Information or that would require Intel or the Intel Observer to preserve any evidentiary privilege, or any portion of disclose any such meeting during which the respective interests of Information to the Company or the subsidiary in question and those of one or more of the Investors who appointed the Observer in question conflict as offer any opportunity relating thereto to the matter(s) to be discussed or actions to be taken (in the good faith judgment of the board or committee in question)Company.

Appears in 1 contract

Samples: Investors Rights Agreement (Resonate Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.